Wood Group (John)PLC Scheme of Arrangement - scheme effective

 
TIDMWG. TIDMAMFW 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF THAT JURISDICTION 
 
FOR IMMEDIATE RELEASE 
 
6 October 2017 
 
Recommended All-Share Offer by John Wood Group PLC for Amec Foster Wheeler plc 
 
                   Scheme of Arrangement becomes effective 
 
Further to the announcement by John Wood Group PLC ("Wood Group") and Amec 
Foster Wheeler plc ("Amec Foster Wheeler") on 13 March 2017 relating to the 
recommended all-share offer by Wood Group for Amec Foster Wheeler to be 
effected by means of a scheme of arrangement under Part 26 of the Companies Act 
2006 (the "Scheme"), Wood Group and Amec Foster Wheeler are pleased to announce 
that the Scheme has become effective in accordance with its terms, following 
the sanction of the Scheme by the High Court of Justice in England and Wales on 
5 October 2017 and the delivery of the court order to the Registrar of 
Companies on 6 October 2017. The entire issued ordinary share capital of Amec 
Foster Wheeler is now owned by Wood Group. 
 
Amec Foster Wheeler also announces that it has today cancelled 3,158,310 
ordinary shares, which it held as treasury shares 
 
Furthermore, John Connolly, Jonathan Lewis, Ian McHoul, Colin Day, Linda 
Adamany, Stephanie Newby, Roy A Franklin and Bob Card have resigned from the 
Amec Foster Wheeler Board and William Setter and Carl Chatfield have been 
appointed as directors of Amec Foster Wheeler, in each case, with effect from 6 
October 2017. 
 
Capitalised terms used but not otherwise defined in this announcement have the 
meanings given to them in the scheme document published on 23 May 2017 relating 
to the Scheme. 
 
Enquiries 
 
Wood Group 
Andrew Rose, Head of Investor Relations 
Tel: [phone] 
 
Brunswick (Public Relations Adviser to Wood Group) 
Patrick Handley 
Tel: [phone] 
 
J.P. Morgan Cazenove (financial adviser and corporate broker to Wood Group) 
Michael Wentworth-Stanley / Dag Skattum 
Tel: [phone] 
Richard Perelman / James Robinson 
 
Credit Suisse (financial adviser and corporate broker to Wood Group) 
Jonathan Grundy / John Hannaford 
Tel: [phone] 
James Peterkin / Joe Hannon 
 
Amec Foster Wheeler plc 
Investors: [e-mail] 
Tel: [phone] 
 
Goldman Sachs International (financial adviser to Amec Foster Wheeler) 
Anthony Gutman / Nimesh Khiroya 
Tel: [phone] 
Christopher Pilot / Celia Murray 
 
BofA Merrill Lynch (financial adviser and corporate broker to Amec Foster 
Wheeler) 
Simon Mackenzie Smith / Tim Waddell 
Tel: [phone] 
Geoff Iles / Rowland Phillips 
 
Barclays (financial adviser and corporate broker to Amec Foster Wheeler) 
Mark Astaire / Derek Shakespeare 
Tel: [phone] 
Asim Gunduz 
 
Important notice relating to financial advisers 
 
J.P. Morgan Limited, which conducts its UK investment banking business as J.P. 
Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the 
United Kingdom by the FCA. J.P. Morgan Cazenove is acting exclusively for JWG 
and no one else in connection with the Combination and the matters set out in 
this announcement and will not be responsible to anyone other than JWG for 
providing the protections afforded to clients of J.P. Morgan Cazenove or its 
affiliates, or for providing advice in relation to the Combination or any other 
matters referred to in this announcement. 
 
Credit Suisse International ("Credit Suisse"), which is authorised by the PRA 
and regulated by the FCA and PRA in the United Kingdom, is acting as financial 
adviser exclusively for JWG and no one else in connection with the Combination 
and the matters set out in this announcement and will not be responsible to 
anyone other than JWG for providing the protections afforded to clients of 
Credit Suisse, nor for providing advice in relation to the Combination, the 
content of this announcement or any matter referred to herein. Neither Credit 
Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any 
duty, liability or responsibility whatsoever (whether direct or indirect, 
whether in contract, in tort, under statute or otherwise) to any person who is 
not a client of Credit Suisse in connection with this announcement, any 
statement contained herein or otherwise. 
 
Each of Goldman Sachs International, Merrill Lynch International ("BofA Merrill 
Lynch") and Barclays Bank PLC, acting through its Investment Bank ("Barclays"), 
who are authorised by the Prudential Regulation Authority and regulated in the 
United Kingdom by the FCA and the Prudential Regulation Authority, are acting 
exclusively for Amec Foster Wheeler and no one else in connection with the 
matters referred to in this announcement and will not be responsible to anyone 
other than Amec Foster Wheeler for providing the protections afforded to the 
respective clients of Goldman Sachs International, BofA Merrill Lynch and 
Barclays, or for providing advice in connection with the contents of this 
announcement or any other matters referred to in this announcement. 
 
Publication on website 
 
A copy of this announcement and the documents required to be published by Rule 
26 of the City Code will be made available on Wood Group's website at 
www.woodgroup.com and Amec Foster Wheeler's website at www.amecfw.com by no 
later than 12 noon (London time) on the Business Day following this 
announcement.  For the avoidance of doubt, the contents of those websites are 
not incorporated into and do not form part of this announcement. 
 
Cautionary Note Regarding Forward-Looking Statements 
 
This announcement contains certain forward-looking statements with respect to 
the financial condition, results of operations and business of Amec Foster 
Wheeler and JWG and certain plans and objectives of the combined group. These 
forward-looking statements can be identified by the fact that they do not 
relate only to historical or current facts. Forward-looking statements often 
use words such as "anticipate", "target", "expect", "estimate", "intend", 
"plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", 
"would", "could", or other words of similar meaning. These statements are based 
on assumptions and assessments made by Amec Foster Wheeler and/or JWG in light 
of its experience and its perception of historical trends, current conditions, 
future developments and other factors it believes appropriate. By their nature, 
forward-looking statements involve risk and uncertainty, because they relate to 
events and depend on circumstances that will occur in the future and the 
factors described in the context of such forward-looking statements in this 
announcement could cause actual results and developments to differ materially 
from those expressed in or implied by such forward-looking statements. Although 
it is believed that the expectations reflected in such forward-looking 
statements are reasonable, no assurance can be given that such expectations 
will prove to have been correct and you are therefore cautioned not to place 
undue reliance on these forward-looking statements which speak only as at the 
date of this announcement. Neither Amec Foster Wheeler nor JWG assumes any 
obligation to update or correct the information contained in this announcement 
(whether as a result of new information, future events or otherwise), except as 
required by applicable law. 
 
There are several factors which could cause actual results to differ materially 
from those expressed or implied in forward-looking statements. Among the 
factors that could cause actual results to differ materially from those 
described in the forward-looking statements are changes in the global, 
political, economic, business, competitive, market and regulatory forces, 
future exchange and interest rates, changes in tax rates and future business 
combinations or dispositions. 
 
 
John Wood Group PLC LEI: 549300PLYY6I10B6S323 
 
Amec Foster Wheeler plc LEI: DTA07N5U5HK2KC1SCM04 
 
 
 
END 
 

(END) Dow Jones Newswires

October 09, 2017 02:00 ET (06:00 GMT)